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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
INVESTMENT ADVISERS ACT OF 1940
Release No. 1553 / February 22, 1996
INVESTMENT COMPANY ACT OF 1940
Release No. 21770 / February 22, 1996
Administrative Proceeding File No. 3-8954
The Securities and Exchange Commission ("Commission")
announced that on February 22, 1996, the Commission instituted
public administrative proceedings pursuant to Section 203(f) of
the Investment Advisers Act of 1940 ("Advisers Act") and Section
9(b) of the Investment Company Act of 1940 ("Investment Company
Act") against Leroy S. Brenna and Dorothy J. Brenna (collective-
ly, "the Brennas").
The Order Instituting Proceedings alleges, in part, that in
October 1991, the Brennas caused to be filed with the Commission
and disseminated to shareholders a proxy statement that failed to
disclose that the Brennas were to receive a $2 million payment in
connection with the sale of investment advisory contracts. The
Order further alleges that the Brennas have been permanently
enjoined by judgment of the United States District Court for the
Northern District of Texas, in an action styled Securities and
Exchange Commission v. Strategic Management, Inc., et al, USDC,
N.D./Tex. [Dallas Division], CA No. 3:91CV2489-R, from future
violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 ("Exchange
Act") and Rule 10b-5 thereunder, Sections 206(1) and (2) of the
Advisers Act, and from aiding and abetting future violations of
Section 14(a) of the Exchange Act and Rule 14a-9 thereunder, and
Section 20(a) of the Investment Company Act and Rule 20a-1
thereunder. The Order also alleges that, in the same action, the
district court permanently enjoined Leroy Brenna from acting as
an investment adviser to any registered investment company
pursuant to Section 36(a) of the Investment Company Act.
A hearing will be scheduled to take evidence on the staff's
allegations and to afford the Brennas an opportunity to present
any defense thereto. The purpose of the hearing is to determine
whether the allegations are true and to determine what, if any,
remedial sanctions are appropriate.